Exhibit 10.44


 


CONSULTING AGREEMENT


 


THIS CONSULTING
AGREEMENT (the "Agreement") is made and entered into by and between VG ENERGY, INC., a Delaware corporation (the
"Client"), and Michael Capizzano on behalf of a corporation to be incorporated, ("Consultant") effective the
1st day of January 2011.


 


(the Client and Consultant are jointly
referred to herein as the "Parties")


 


WHEREAS,
Client is a Client engaged in the business of researching, developing and distributing metabolic disruption products and technology
with applications in biofuel and agricultural oil production; and


 


WHEREAS, Consultant has
been engaged in and has experience in the Client's business; and


 


WHEREAS,
the Client desires to provide for the engagement of Consultant, to clearly set forth the relationship between the parties,
and to restrict Consultant from using certain confidential information and from competing with the Client in the future.


 


NOW THEREFORE,
for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows.


 


1)  
Non-Exclusive Engagement of Consultant; Term. The Client hereby engages Consultant as its nonexclusive provider of
the consulting services described in this Agreement, for a term (the "Term") which will commence on the date of this
Agreement and end December 31, 2015.


 


2)  
Consultant Services. On the terms and conditions set forth in this Agreement, Consultant will provide the following
services to the Client as directed by the Client (the "Services"). The Services shall be limited to advice and assistance
only, with the Client and it's appropriate executives, managers or employees, bearing final and sole responsibility for the accuracy,
content and completeness of all deliverables and proper performance of all activities in which Consultant shall provide such assistance
and advice. The areas in which Consultant shall provide Services shall be:


		a)	review and drafting of legal contracts and term sheets provided by third parties or to be issued
by the Client;



		b)	financial and disclosure reporting by coordinating the gathering and delivery of financial and
other disclosure information to and from the Client, and its controller, contracted CPA, auditing firm, and/or attorneys in connection
with their production of financial statements and reports for the Securities and Exchange Commission or other purposes, provided
that Consultant shall not have any authority to decide or determine accounting policy with all such decisions being the sole responsibility
of the Client and its Chief Financial Officer;



		c)	drafting and review of press releases by (i) coordinating with stakeholders who may be the subject
of or have a responsibility to review any such releases to gather their comments or suggested wording for review by the Client,
(ii) writing drafts of releases for review by the Client, and (iii) coordinating the dissemination of approved releases to newswire
services as determined by the Client;



		d)	investor and public relations strategy, the maintenance of Client's website including helping ensure
that it contains timely updates of material prepared by the Client;



 


 




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		e)	maintenance or collection of corporate records by maintaining or obtaining spreadsheets or other
electronic or hard copy records of the stock register, board consents and minutes, capitalization tables, and similar;



		f)	assist Client's Chief Executive Officer in operational and administrative duties by assisting in
the administration and performance of contracts and relationships including via reminders of meetings, deliverables to be provided
under contracts or agreements (such as options or payments due to third parties), decisions or advice required from third parties
relating to Client's business operations (such as input from third party advisors or stakeholders), and other similar executive
assistant roles;



		g)	from time to time and as requested present on behalf of the Client in areas where consultant has
expertise provided that at all such presentations Consultant shall be identified as a consultant and independent contractor;



		h)	from time to time and as requested communicate or liaise with specific investors of the Client
with whom Consultant has a pre-existing relationship or who were introduced to Client in part by Consultant, provided that Consultant
shall be identified as a consultant and independent contractor of the Client and that the Client specifically and fully indemnifies
Consultant with respect to same;



		i)	restructuring of its debt and equity securities, assets, corporate structure, liabilities, contingent
liabilities, voting rights, options and warrants, subsidiaries, and other similar matters;



		j)	evaluation, targeting, structuring, negotiation, and documentation of mergers and acquisitions,
technology licensing, strategic partnerships, asset purchases, and similar transactions;



		k)	other issues with respect to the Client's products and drug candidates including general business
strategy, product positioning, marketing, licensing and strategic partnerships, and regulatory or clinical development strategy;
and



		l)	other areas in which Consultant has expertise as reasonably requested from time to time by the
Client.



 


Services shall not
include any policy-making or autonomous management decision-making. Consultant shall not be asked to perform any duties or Services
where performance would make Consultant an Consultant or officer of the Client, nor shall Consultant be asked to deliver the Services
in a manner that would be consistent with same. Consultant shall at all times be identified by Client as a consultant. Notwithstanding
anything to the contrary in this Agreement, nothing in this Agreement shall be construed to restrict or limit the duties Consultant
is performing or may perform in the course of, or incidental to, Consultant's provision of services similar to the Services to
one or more other, additional clients and Client consents to same.


 


3) Method of Providing Services.
Consultant shall provide the Services using Consultant's facilities, offices, equipment, computers, and other tools. Client shall
make available office facilities for Consultant to use when Consultant is required to be physically present at Client's offices
in order to deliver the Services. Consultant may be provided with an email address, data storage, and a phone extension provided
by Client for communication with parties as required in order to deliver the Services, but shall not be required to use same. Consultant
shall be available for a teleconference meeting with the management of the Client on a regular basis during the Term, as reasonably
requested by Client and as necessitated by delivery of the Services. Consultant will perform Services, and may communicate with
the Client's management and other parties, through personal meetings, correspondence, telephone or video conferences, and such
other methods, and at such times, as mutually determined, subject to the reasonable convenience of the parties. Unless requested
otherwise by the Client, Consultant shall communicate with the Client's management through the Client's President. Acting in good
faith and consistent with ordinary business practices with respect to advisory relationships, Consultant shall devote a reasonable amount of time per month to
the provision of the Services described herein provided that this does not materially conflict with Consultant's other responsibilities
and activities as determined by Consultant.


 


 




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4) Performance. Consultant agrees
to at all times faithfully, industriously, and to the reasonable best of his abilities, experience, and talents, perform all of
the Services that may be required of and from him pursuant to the express and explicit terms hereof.


 


5) Independence of Parties. Nothing
contained in this Agreement shall constitute either party as a employee, partner, co-venturer or agent of the other, it being intended
that each shall act as an independent contractor with respect to the other. Consultant is not authorized to speak on behalf of
the Client or bind it in any manner.


 


6) Compensation. 


		a)	Fees. For and in consideration of the agreement of Consultant to enter into and perform
under this Agreement, the Client shall pay to Consultant $6,250 per month (the "Fee"). Earned but unpaid Fees due hereunder
shall automatically and without a requirement for notice or consent by either party accrue under the Convertible Note attached
hereto as Exhibit A.



		b)	Options. For and in consideration of the agreement of the Consultant to enter into this
Agreement and as an incentive for the Consultant to use his best efforts in pursuit of the Client's business, concurrently with
the execution of this Agreement the Client and Consultant shall enter into an option agreement for a bonus of 800,000 options,
in the form attached hereto as Exhibit B (the "Initial Option"). On each annual anniversary during the Initial Term and
each subsequent one-year extension period as described in paragraph 5, if any, Client shall grant an additional option of similar
tenor but in an amount equal to not less than 200,000 options (each an "Annual Option"). The exercise price of each Annual
Option shall be based on the fair market value of Client's fully-diluted common shares as determined by the board of directors
of Client on January 1 of each such year, provided that in the event that the common shares of Client are quoted for trading on
a recognized trading market the exercise price shall be equal to the volume weighted average price ("VWAP") for the twenty
(20) trading days up to and including January 1 of such year.



		c)	Benefits, Other Consideration. No benefits, vacation pay, or other consideration or remuneration
of any kind shall be owed to Consultant by the Client, unless specifically referenced herein.



		d)	Reimbursement of Expenses. The Client shall reimburse all expenses incurred by Consultant
in the performance of the Services, provided that any such expenses in excess of $750 shall require the prior, written authorization
of the Client.



 


7) Client Representations and Warranties.
The Client hereby represents and warrants, knowing that Consultant is relying thereon, that:


		a)	The Client is duly organized, validly existing and in good standing under the laws of the state
of Delaware. The Client is qualified to do business as a foreign corporation in each state in which its business requires it to
be so qualified.



		b)	All Shares issuable upon exchange of salary and, upon receipt of the full exercise price, where
applicable, all shares issued to Employee under options will be duly and validly issued, fully paid and non-assessable, and will
be delivered free and clear of any liens, claims or encumbrances, except for restrictions imposed by reference to the registration
requirements of the Securities Act of 1933.



 


 




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8) Consultant Representations. Consultant
hereby represents, knowing that the Client is relying thereon, that:


		a)	Consultant is an Accredited Investor, as that term is defined in Regulation D in the Securities
Act, 1933, and Consultant has completed the attached Exhibit C, or, in lieu of this, Consultant agrees that the Option and Shares
shall only be issued immediately if and when an appropriate exemption from registration exists or an effective registration statement
is available;



		b)	Consultant has not in the past, nor will he in the future engage in any activity contrary to the
securities laws of any jurisdiction including, without limitation, those of the United States of America; and



		c)	Consultant has read and accepted the VG Energy, Inc. Intellectual Property Agreement, attached
hereto as Exhibit D, which is part of this Agreement and the provisions of which shall survive the expiration or earlier termination
of this Agreement in strict accordance with the time periods as described therein.



 


9)
Changes to Common Stock. In the event that the Client shall undertake a recapitalization, reverse stock split, forward
stock split, reclassification, or other change to its common stock (a "Change in Common Stock Properties"), the quantity
of Shares which may be acquired through exercise of any delivered but unexercised options or undelivered options, and the exercise
price payable thereto shall be increased or decreased proportionately, in accordance with the terms of said Change in Common Stock
Properties.


 


10) Extension and
Renewal. The Term may be extended or renewed, and this Agreement may be amended, only by the written agreement of the parties.


 


11) 
Indemnification.


		a)	The Client hereby indemnifies and defends the Consultant and each of his executors, heirs, assigns,
and representatives, as applicable, (each, an "Indemnitee") against, and holds each Indemnitee harmless from, any loss,
liability, obligation, deficiency, damage or expense including, without limitation, interest, penalties, reasonable attorneys'
fees and disbursements (collectively, "Damages"), that any Indemnitee may suffer or incur based upon, arising out of,
relating to or in connection with (whether or not in connection with any third party claim):



		i)	any breach of any representation or warranty made by the Client contained in this Agreement;



		ii)	the failure of the Client to perform or to comply with any covenant or condition required to be
performed or complied with in accordance with this Agreement; and



		iii)	the good faith performance of the Services.



 


		b)	Indemnification
                                                                                                     Procedures for Third Party
                                                                                                     Claims.







		i)	Promptly after notice to an Indemnitee of any claim or the commencement of any action or proceeding,
including any actions or proceedings by a third party (hereafter referred to as "Proceeding" or "Proceedings"),
involving any Damage referred to in this Section, such Indemnitee shall, if a claim for indemnification in respect thereof is to
be made against an Indemnitee pursuant to this Section, give written notice to the Client, setting forth in reasonable detail the
nature thereof and the basis upon which such party seeks indemnification hereunder; provided, however, that the failure of any
Indemnitee to give such notice shall not relieve the Client of its obligations hereunder, except to the extent that the Client
is actually prejudiced by the failure to give such notice.



		ii)	In the case of any Proceeding by a third party against an Indemnitee, the Client shall, upon notice
as provided above, assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee, and, after notice from the
Client to the Indemnitee of its assumption of the defense thereof, the Client shall not be liable to such Indemnitee for any legal
or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof (but the Indemnitee shall have
the right, but not the obligation, to participate at its own cost and expense in such defense by counsel of its own choice) or
for any amounts paid or foregone by the Indemnitee as a result of any settlement or compromise thereof that is effected by the
Indemnitee (without the written consent of the Client).



 


 




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		iii)	Anything in this Section 12 notwithstanding, if both the Client and the Indemnitee are named as
parties or subject to such Proceeding and either party determines with advice of counsel that there may be one or more legal defenses
available to it that are different from or additional to those available to the other party or that a material conflict of interest
between such parties may exist in respect of such Proceeding, then the Client may decline to assume the defense on behalf of the
Indemnitee or the Indemnitee may retain the defense on its own behalf, and, in either such case, after notice to such effect is
duly given hereunder to the other party, the Client shall be relieved of its obligation to assume the defense on behalf of the
Indemnitee, but shall be required to pay any legal or other expenses including, without limitation, reasonable attorneys' fees
and disbursements, incurred by the Indemnitee in such defense.



		iv)	If the Client assumes the defense of any such Proceeding, the Indemnitee shall cooperate fully
with the Client and shall appear and give testimony, produce documents and other tangible evidence, and otherwise assist the Client
in conducting such defense. The Client shall not, without the consent of the Indemnitee, consent to entry of any judgment or enter
into any settlement or compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff
to such Indemnitee of a release from all liability in respect of such claim or Proceeding. Provided that proper notice is duly
given, if the Client shall fail promptly and diligently to assume the defense thereof, then the Indemnitee may respond to, contest
and defend against such Proceeding and may make in good faith any compromise or settlement with respect thereto, and recover from
the Client the entire cost and expense thereof including, without limitation, reasonable attorneys' fees and disbursements and
all amounts paid or foregone as a result of such Proceeding, or the settlement or compromise thereof. The indemnification required
hereunder shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when
bills or invoices are received or loss, liability, obligation, damage or expense is actually suffered or incurred.



 


		c)	The
                                                                                                     provisions of this Section
                                                                                                     11 shall survive the expiration
                                                                                                     or earlier termination of
                                                                                                     this Agreement.



 


12) Termination.
Except where due to the death of Consultant, Client may not terminate this Agreement during its term without cause. Consultant
may terminate this agreement at any time during the term hereof. As used herein, cause shall mean that:


 


(a)                Consultant
has materially breached in a manner injurious to the Client the terms of this Agreement (other than as described in subparagraphs
(b) and (c) of this paragraph 13), and such breach has not been cured within 30 days following the date of written notice to Consultant
of such breach;


(b)                Consultant has been grossly negligent in the performance of his duties at least three times in any consecutive 90-day
period;


 


(c)               
Consultant has engaged in material and willful or gross misconduct in the performance of his duties hereunder;


 


 




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(d)                Consultant is convicted or pleads nolo contendre with respect to any criminal offense other than misdemeanor traffic violations;


 


(e)                Consultant
violates the Client's Code of Ethics, or such other governance standards as are adopted by the Client from time to time; or


 


(f)                 Consultant
is found by a court of competent jurisdiction to have committed any act or engaged in any conduct that is fraudulent, or Consultant
becomes the subject of a civil or criminal proceeding or investigation relating to securities fraud, including, without limitation,
proceedings initiated by the National Association of Securities Dealers, and the United States Securities and Exchange Commission.


 


13) Termination Payment.


 


(a)                In the event that the Consultant's engagement is terminated (i) by the Client for reasons other than cause as defined in
paragraph 12, or (ii) is terminated by Consultant for good reason (as hereinafter defined), the Consultant shall be compensated
by the Client through (x) a single sum payment due within 30 days after such termination in an amount equal to the monthly Fees
provided for in paragraph 6(a) above in effect as of the date of termination multiplied by twelve (12) and payable in cash or,
at Consultant's election, in stock as determined under Section 6(a) above, and (y) the minimum number of all options that would
be due to Consultant during the Initial Term had the Agreement not been terminated or, in the case of a subsequent one-year extension,
the Annual Option due for that year, provided that the exercise price of all such options shall be determined using the VWAP as
of the effective date of termination.


 


(b)                In
the event that the Consultant's engagement is terminated by the Consultant at any time during the term hereof for any reason other
than good reason or is terminated by the Client during the term hereof for cause as provided in paragraph 12, Consultant shall
be entitled to receive only that compensation due and payable hereunder with respect to periods ended on or before the date of
termination including options for the current year.


 


(c)                As
used in this Agreement, termination for "good reason" shall mean termination by the Consultant in the following circumstances:
(i) a material breach by Client of this Agreement, and such breach has not been cured within 30 days following the date of written
notice to Client of such breach; (ii) any "person", including a "group" as determined in accordance with Section
13(d)(3) of the Securities Exchange Act of 1934 and the Rules and Regulations promulgated thereunder (other than the Client, a
subsidiary of the Client, or Affiliates of the Client as of the date affixed hereof, as that term is promulgated by the Securities
and Exchange Commission) is or becomes, through one or a series of related transactions or through one or more intermediaries,
the beneficial owner, directly or indirectly, of securities of the Client representing 50.1 percent or more of the combined voting
power of the then outstanding securities of the Client; or (iii) any merger or reorganization of the Client whether or not another
entity is the survivor, pursuant to which the holders of all of the shares of the Client outstanding prior to the transaction
hold, as a group, less than 50.1 percent of the combined voting power of the Client or any successor company outstanding after
the transaction.


 


14) Cooperation. The parties shall
deal with each other in good faith, good faith meaning honesty in fact and the observance of all commercial standards of fair dealing
and usages of trade, which are regularly observed within the industry.


 


 




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15) No Strict Construction.
The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual
intent, and no rule of strict construction shall be applied against any party.


 


16) Arbitration.
Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration
administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. If the parties agree,
there shall be one arbitrator; otherwise there shall be a panel of three arbitrators. The cost of arbitration shall be borne by
the Client. Judgment upon the reward rendered may be entered in any court having jurisdiction thereof.


 


17) Governing
Law and Disputes. This Agreement shall be governed by the laws of the State of California, without regard to choice of
law provisions.


 


18) Waiver. Any
party hereto may waive compliance by the other with any of the terms, provisions and conditions set forth herein; provided, however,
that any such waiver shall be in writing specifically setting forth those provisions waived thereby. No such waiver shall be deemed
to constitute or imply waiver of any other term, provision or condition of this Agreement.


 


19) Severability.
 If and to the extent that any court of competent jurisdiction holds any provision or any part thereof of this Agreement to
be invalid or unenforceable, such holding shall in no way affect the validity of the remainder of this Agreement.


 


20)
Counterpart and Headings. This Agreement may be executed in two or more counterparts, each of which shall be deemed
an original and all of which together shall constitute one and the same instrument. All headings in this Agreement are inserted
for convenience of reference and shall not affect its meaning or interpretation.


 


21) Entire
Agreement. This Agreement is and shall be considered to be the only agreement or understanding between the parties hereto
with respect to the engagement of Consultant by the Client. All negotiations, commitments, and understandings acceptable to
both parties have been incorporated herein. No letter, telegram, or communication passing between the parties hereto shall be
deemed a part of this Agreement; nor shall it have the effect of modifying or adding to this Agreement unless it is
distinctly stated in such letter, telegram, or communication that it is to constitute a part of this Agreement and is to be
attached as a rider to this Agreement and is signed by the parties to this Agreement.


 


22)
Modification of Contract. This Agreement cannot be modified by tender, acceptance or endorsement of any instrument
of payment, including check. Any words contained in an instrument of payment modifying this contract, including a waiver or release
of any claims, or a statement referring to paying in full is void. This Agreement can only be modified in a separate writing,
other than an instrument of payment, signed by the parties.


 


23) Enforcement.
Consultant acknowledges that any remedy at law for breach of Exhibit
D would be inadequate, acknowledges that the Client would be irreparably damaged by an actual or threatened breach thereof, and
agrees that the Client shall be entitled to an injunction restraining Consultant from any actual or threatened breach of Exhibit
D as well as any further appropriate equitable relief without any bond or other security being required. The Client may pursue
enforcement of Exhibit D by commencing an action at law or in equity without first pursuing arbitration pursuant to Section 16
of this Agreement. In addition to the foregoing, each of the parties hereto shall be entitled to any remedies available
in equity or by statute with respect to the breach of the terms of this Agreement by the other party.


 


 




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24)
Assignment. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto, and
their respective heirs, legal representatives, successors and assigns. This Agreement may not be assigned without the consent
of the parties; provided, however, that nothing contained herein shall prevent Consultant from assigning or transferring any
of the Shares or options to any person or entity in accordance with applicable securities laws and regulations.


 


25) Notices.
All notices under this Agreement shall be in writing and shall be sent by certified or registered first class mail, return
receipt requested, or shall be personally delivered, or sent by an overnight delivery service such as Federal Express, or
shall be transmitted by telefax (provided such telefax message is confirmed by telephonic acknowledgment of receipt or by
sending via other authorized means a confirmation copy of such notice) addressed to the parties at their respective last
known business addresses.


 


 


Agreed to effective the 1st day of January 2011


 


	
        VG ENERGY, INC.

        
	 	
        MICHAEL CAPIZZANO
        

on behalf of a corporation to be incorporated

        

	 	 	 
	By:    /s/                                                    	 	    /s/                                                   
	President	 	 


 



 




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EXHIBIT A


 


UNSECURED REVOLVING CREDIT NOTE


 


FOR VALUE RECEIVED,
VG Energy, Inc., whose address is 2290 Huntington Drive, Suite 100, San Marino, California, 91108, ("Borrower"),
promises to pay to or to the order of Michael Capizzano on behalf of a corporation to be incorporated ("Lender"),
and his successors and assigns, in lawful money of the United States of America, those amounts that are unpaid, due and payable
to Lender pursuant to Fees earned under the Consulting Agreement between Borrower and Lender dated effective January 1, 2011 to
which this Note is attached (the "Agreement"), and which such amounts are tendered hereunder pursuant to Section 6 (a)
of the Agreement, without interest. No additional amounts may be tendered hereunder except for amounts due under the Agreement.
This Note, the Agreement and all schedules and exhibits attached thereto are hereinafter referred to as the Transaction Documents.


 


		1.	               Payment and Advance Terms.



 


		(a)	                         Payment. Borrower shall pay to Lender the entire principal balance under this Unsecured
Revolving Credit Note (the "Note") on or before December 31, 2015 (the "Maturity Date"). Borrower shall pay
all amounts due under this Note in lawful money of the United States of America and without set-off, deduction, demand or notice.



 


		(b)	                         Exchange of Loan Obligation. All or any portion of the then outstanding principal of this
Note ("Exchanged Amount") may be exchanged for shares of Borrower's common stock ("Shares") at the election
of the Lender at any time prior to the Maturity Date by Lender giving written notice to Borrower in the form attached as Annex
A. In exchange for the Exchanged Amount so exchanged, Lender shall receive a number of Shares equal to the Exchanged Amount divided
by the Exchange Price. The Exchange Price shall be equal to the volume-weighted average closing price of the Borrower's common
stock for the 20 trading days immediately prior to the date of notice by Lender Date (the "Exchange Date") as reported
on the NASD OTCBB, Pinksheets, or other market where Borrower's common stock is then quoted for trading multiplied by 0.8, provided
that in the event no such quoted market exists, the Exchange Price shall be determined according to an independent appraisal ratified
by the disinterested members of the Borrower's board of directors, or if there are no disinterested members then the board acting
unanimously. An election made by the Lender to exchange amounts owed hereunder for Shares cannot be revoked by Lender without the
written consent of Borrower. The Borrower shall issue and deliver to the Lender the Shares within 5 business days of receiving
notice from Lender. Should such Notice of Conversion represent all of the remaining obligations due hereunder, Lender shall deliver
to Borrower the original Note marked "paid in full."



 


		(c)	                         Mandatory Conversion. Any unpaid principal due hereunder upon the Maturity Date shall automatically
be exchanged for Shares upon the terms described in Section 1(b) above using the Maturity Date as the Exchange Date, without requiring
the additional consent of Lender or Borrower.



 


		2.	               Interest. This Note shall not bear interest.



 


		3.	               Application of Payments. Payments will be applied first to any costs and expenses (including
reasonable attorneys' fees) incurred by Lender in connection with the collection of amounts owing pursuant to this Unsecured Revolving
Credit Note, and then to reduction of principal. All payments shall be made to Lender at the above-specified address until receipt
of notice from Lender to the contrary.



 


 




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		4.	               Default Rate. Upon the occurrence of an Event of Default, Lender shall be entitled to receive, and Borrower shall pay
to Lender, interest on the outstanding principal balance and any other advances or charges advanced by Lender at a per annum rate
equal to the lesser of (a) twelve percent (12%), or (b) the maximum interest rate which Borrower may by law pay (the "Default
Rate"). The Default Rate shall be computed from the occurrence of the Event of Default until the earlier of the date upon
which the Event of Default is cured or the date upon which due an owing under this Note are paid in full. The preceding sentence,
however, shall not be construed as an agreement or privilege to extend the date of the any payment due hereunder, or as a waiver
of any other right or remedy accruing to Lender by reason of the occurrence of any Event of Default.



 


		5.	               Prepayment. Borrower shall have the right to prepay this Note in whole or in part by providing 30 calendar days advance
written notice to Lender. During this period and until the end of the 30 day notice period, Lender may at its sole discretion elect
to exercise the exchange rights provided for in Section 1 (b) herein.



 


		6.	               Security Interest. This Note is Unsecured.



 


		7.	               Default. Any one of the
                                                                                              following occurrences shall constitute an "Event of Default" under this Unsecured Revolving Credit Note
                                                                                              provided that Lender shall be required to give written notice of same:



 


		(a)	                         The failure of Borrower to repay all outstanding principal on or before the Maturity Date;



 


		(b)	                         The failure of Borrower to promptly perform any obligation of Borrower under or the existence of
an Event of Default as defined in any Transaction Document within thirty (30) days of notice from Lender; or



 


		(c)	                         Borrower becomes insolvent, bankrupt or generally fails to pay its debts as such debts become due;
is adjudicated insolvent or bankrupt; admits in writing its inability to pay its debts; or shall suffer a custodian, receiver or
trustee for it or substantially all of its property to be appointed and if appointed without its consent, not be discharged within
sixty (60) consecutive days; makes an assignment for the benefit of creditors; or suffers proceedings under any law related to
bankruptcy, insolvency, liquidation or the reorganization, readjustment or the release of debtors to be instituted against it and
if contested by it not dismissed or stayed within sixty (60) consecutive days; if proceedings under any law related to bankruptcy,
insolvency, liquidation, or the reorganization, readjustment or the release of debtors is instituted or commenced by or against
Borrower; if any order for relief is entered relating to any of the foregoing proceedings; if Borrower shall call a meeting of
its creditors with a view to arranging a composition or adjustment of its debts; or if Borrower shall by any act or failure to
act indicate its consent to, approval of or acquiescence in any of the foregoing.



 


 


 




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		8.	               Remedies. Upon the happening and during the continuation of any Event of Default, (i) Lender
may, at its sole option, declare the entire principal immediately due and payable in full; (ii) interest shall accrue on all amounts
due hereunder at the Default Rate until paid in full or such Event of Default is cured; and (iii) Lender shall have and may exercise
any and all rights and remedies available hereunder, at law and in equity, together with any and all rights and remedies provided
in any Transaction Document. The acceptance of any installment or payment after the occurrence of an Event of Default or event
giving rise to the right of acceleration provided for herein shall not constitute a waiver of such right of acceleration with respect
to such Event of Default or event or any subsequent Event of Default. The remedies of Lender, as provided herein or in any Transaction
Document, shall be cumulative and concurrent, and may be pursued singularly, successively or together, at the sole discretion of
Lender, and may be exercised as often as occasion therefore shall arise. Any act, omission or commission of Lender, including,
specifically, any failure to exercise any right, remedy or recourse, shall be released and be effected only through a written document
executed by Lender and then only to the extent specifically recited therein. A waiver or release with reference to any one event
shall not be construed as continuing, as a bar to, or as a waiver or release of, any subsequent right, remedy or recourse as to
a subsequent event.



 


		9.	               Collection Costs. If one or more Events of Default (or any event which with notice or passage
of time or both would constitute an Event of Default) hereunder shall occur and continues, Borrower promises to pay all collection
costs, including but not limited to all reasonable attorneys' fees, court costs, and expenses of every kind, incurred by Lender
in connection with such collection or the protection or enforcement of any or all of the security for this Unsecured Revolving
Credit Note, whether or not any lawsuit is filed with respect thereto (including costs and reasonable attorneys' fees on any appeals
or in any bankruptcy proceedings).



 


		10.	               Miscellaneous.



 


		(a)	                         Successors and Assigns. This Note inures to the benefit of Lender and its successors or
assigns, and binds Borrower, and its respective permitted successors and assigns, and the words "Lender" and "Borrower"
whenever occurring herein shall be deemed and construed to include such respective successors and assigns.



 


		(b)	                         Severability. Any term or provision of this Note that is held by a court of competent jurisdiction
or other authority to be invalid, void or unenforceable in any situation or in any jurisdiction shall not affect the validity or
enforceability of the remaining terms and provisions or the validity or enforceability of the invalid, void or unenforceable term
or provision in any other situation or in any other jurisdiction. If the final judgment of a court of competent jurisdiction or
other authority declares that any term or provision of this Note is invalid, void or unenforceable, the parties agree that the
court making such determination shall have the power to and shall, subject to the discretion of such court, reduce the scope, duration,
area or applicability of the term or provision, to delete specific words or phrases, or to replace any invalid, void or unenforceable
term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of
the invalid or unenforceable term or provision.



 


		(c)	                         Waiver. To the fullest extent permitted by law, Borrower hereby waives all valuation and
appraisement privileges, presentment and demand for payment, protest, notice of protest and nonpayment, dishonor and notice of
dishonor, bringing of suit, lack of diligence or delays in collection or enforcement of this Note and notice of the intention to
accelerate, the release of any liable party, the release of any security for the indebtedness evidenced hereby, and any other indulgence
or forbearance, and is and shall be directly and primarily liable for the amount of all sums owing and to be owed hereon, and agrees
that this Note and any or all payments coming due hereunder may be extended or renewed from time to time without in any way affecting
or diminishing Borrower's liability hereunder.



 


 




    	11



    	 



    

		(d)	                         Notices. All
                                                                   notices required to be given to any of the parties hereunder shall be in writing and shall be delivered (a) by personal
                                                                   delivery, with receipt acknowledged; (b) by telecopier or electronic mail (with original copy to follow as set forth herein);
                                                                   (c) by reputable overnight commercial courier service; or (d) by United States registered or certified mail, return receipt
                                                                   requested, postage prepaid, to the parties at the addresses as set forth at the first of this Note (subject to the right of a
                                                                   party to designate a different address for itself by notice similarly given). Whenever the giving of notice is required, the
                                                                   giving of such notice may be waived in writing by the party entitled to receive such notice.



 


		(e)	                         Entire
                                                                   Agreement. This Note (together with the Transaction Documents) contains the entire agreement between the parties with
                                                                   respect to the subject matter hereof and thereof.



 


		(f)	                         Modification
                                                                   of Agreement. This Note may not be modified, altered or amended, except by an agreement in writing signed by both
                                                                   Borrower and Lender.



 


		(g)	                         Releases
                                                                   by Borrower. Borrower hereby releases Lender from all technical and procedural errors, defects and imperfections
                                                                   whatsoever in enforcing the remedies available to Lender upon a default by Borrower hereunder.



 


		(h)	                         Remedies
                                                                   Not Exclusive. No remedy herein conferred upon or reserved to Lender is intended to be exclusive of any other remedy or
                                                                   remedies available to Lender under this Unsecured Revolving Credit Note, at law, in equity or by statute, and each and every
                                                                   such remedy shall be cumulative and in addition to every other remedy given hereunder or now or hereafter existing at law, in
                                                                   equity or by statute.



 


		(i)	                         Governing
                                                                   Law. This Note shall be governed by and construed under the laws of the State of California without giving effect to the
                                                                   choice of law provisions thereof.



 


		(j)	                         Consent to Jurisdiction. Borrower hereby consents that any action or

proceeding against it may be commenced and maintained in any Federal or state court sitting in Los Angeles County, California,
and that such courts shall have jurisdiction with respect to the subject matter hereof and the person of Borrower and the collateral
securing Borrower's obligations hereunder.



 


		(k)	                         Time
                                                                   of Essence. Time is of the essence of this Note and all of the obligations hereunder.



 


		(l)	                         Headings.
                                                                   The headings of the sections of this Note are inserted for convenience only and do not constitute a part of this
                                                                   Unsecured Revolving Credit Note.



 


 




    	12



    	 



    

		(m)	                         Waiver
                                                                   of Jury Trial. BORROWER AND LENDER, TO THE FULL EXTENT PERMITTED BY LAW, EACH HEREBY KNOWINGLY, INTENTIONALLY AND
                                                                   VOLUNTARILY WAIVES, RELINQUISHES AND FOREVER FORGOES HEREBY THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING,
                                                                   INCLUDING, WITHOUT LIMITATION, ANY TORT ACTION, BROUGHT BY EITHER OF THEM AGAINST THE OTHER BASED UPON, ARISING OUT OF, OR IN
                                                                   ANY WAY RELATING TO OR IN CONNECTION WITH THIS UNSECURED REVOLVING CREDIT NOTE, OR ANY COURSE OF CONDUCT, ACT, OMISSION,
                                                                   COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PERSON (INCLUDING, WITHOUT LIMITATION, SUCH PERSON'S
DIRECTORS, OFFICERS, PARTNERS, MEMBERS, EMPLOYEES, AGENTS OR ATTORNEYS, OR ANY OTHER PERSONS AFFILIATED WITH SUCH PERSON), IN CONNECTION
WITH THIS NOTE, INCLUDING, WITHOUT LIMITATION, IN ANY COUNTERCLAIM WHICH BORROWER MAY BE PERMITTED TO ASSERT HEREUNDER OR WHICH
MAY BE ASSERTED BY LENDER OR ITS AGENTS AGAINST BORROWER, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. THIS WAIVER BY BORROWER
OF ITS RIGHT TO A JURY TRIAL IS A MATERIAL INDUCEMENT FOR LENDER UNDER THIS UNSECURED REVOLVING CREDIT NOTE.






 


		(n)	                         Note
                                                                   for Business or Commercial Purpose. BORROWER EXPRESSLY WARRANTS AND REPRESENTS TO LENDER THAT THIS NOTE IS INTENDED FOR
                                                                   AND WILL BE USED FOR A BUSINESS OR COMMERCIAL PURPOSE AND THAT THIS NOTE IS NOT INTENDED FOR A CONSUMER, PERSONAL, FAMILY OR
                                                                   HOUSEHOLD PURPOSE.



 


		(o)	                         Authority. Borrower
                                                                   (and the undersigned representative of Borrower, if any) represents and warrants that it has full power and authority to
                                                                   execute and deliver this Note , and the execution and delivery of this Note has been duly authorized and does not conflict
                                                                   with or constitute a default under any law, judicial order or other agreement affecting Borrower.



 


		(p)	                         Assignment. Lender may assign, transfer, pledge or hypothecate any
or all of this Note or the Shares acquirable upon exchange without Borrower's consent.



 


 


IN WITNESS WHEREOF, Borrower has
executed and delivered this Note effective as of the date first above written.


 


 


	 	BORROWER:
	 	 

                    VG ENERGY, INC. 

                     

	 	By: 	/s/ Haig Keledjian
	 	 	Haig Keledjian, President and CEO



 










    	13



    	 



    

 


ANNEX A


 


NOTICE OF CONVERSION


 


The undersigned
hereby elects to convert principal of the Note pursuant to Section 1(b) therein into shares of common stock, par value $0.0001
per share, of VG Energy, Inc., a Delaware corporation ("Shares"), according to the conditions hereof, as of the date
written below. If Shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer
taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company
in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any.


 


Conversion calculations:


 


Date to Effect Conversion:


 


Principal Amount of Note to be Converted:


 


Number of shares of Common Stock to be issued:


 


 


Signature:


 


Name:


 


Address:


 


 


 




    	14



    	 



    

EXHIBIT B


VG ENERGY, INC.


 


Option for the Purchase of 

Shares of Common Stock 

Par Value $0.0001 


 


STOCK OPTION AGREEMENT


 


THE HOLDER OF THIS OPTION, BY ACCEPTANCE
HEREOF, BOTH WITH RESPECT TO THE OPTION AND COMMON STOCK ISSUABLE UPON EXERCISE OF THE OPTION, AGREES AND ACKNOWLEDGES THAT THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE TRANSFERRED
OR SOLD IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OR OTHER COMPLIANCE UNDER THE SECURITIES ACT OR THE LAWS OF THE APPLICABLE
STATE OR A "NO ACTION" OR INTERPRETIVE LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION OR AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO THE ISSUER, AND ITS COUNSEL, TO THE EFFECT THAT THE SALE OR TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES
ACT AND SUCH STATE STATUTES.


 


This is to certify
that, for value received, Michael Capizzano on behalf of a corporation to be incorporated (the "Optionee") is entitled
to purchase from VG ENERGY, INC. (the "Company" or "Corporation"), on the terms and conditions hereinafter
set forth, all or any part of 800,000 shares ("Option Shares") of the Company's common stock, par value $0.0001 (the
"Common Stock"), at an exercise price of $0.083 per share ("Option Price"). Upon exercise of this option in
whole or in part, a certificate for the Option Shares so purchased shall be issued and delivered to the Optionee. If less than
the total option is exercised, a new option of similar tenor shall be issued for the unexercised portion of the options represented
by this Agreement.


 


This option is granted subject to the following further
terms and conditions:


 


1. This option shall
vest immediately. The right to exercise this option with respect to any of the Option Shares shall terminate on December 31, 2018.
In order to exercise this option with respect to all or any part of the Option Shares for which this option is at the time exercisable,
Optionee (or in the case of exercise after Optionee's death, Optionee's executor, administrator, heir or legatee, as the case may
be) must take the following actions:


 


(a)               
Deliver to the Corporate Secretary of the Corporation an executed notice of exercise in substantially the form of that attached
to this Agreement (the "Exercise Notice") in which there is specified the number of Option Shares which are to be purchased
under the exercised option.


 


(b)              
Pay the aggregate Option Price for the purchased shares through one or more of the following alternatives:


 


(i)            full payment in cash or
by check made payable to the Corporation's order;


 


 




    	15



    	 



    

(ii)              
full payment in shares of Common Stock valued at Fair Market Value on the Exercise Date (as such term is defined below);


 


(iii)            
full payment through a combination of shares of Common Stock valued at Fair Market Value on the Exercise Date and cash or
check payable to the Company's order;


 


(xi)             full payment effected through a
broker-dealer sale and remittance procedure pursuant to which Holder shall provide concurrent irrevocable written
instructions (i) to a brokerage firm to effect the immediate sale of the purchased shares and remit to the Company, out of
the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Option Price payable for the
purchased shares and (ii) to the Company to deliver the certificates for the purchased shares directly to such brokerage firm
in order to complete the sale transaction; or


 


(v)             full payment through conversion of this warrant
to purchase Option


 


Shares into the number of
fully paid and nonassessable Option Shares calculated pursuant to the following formula:


 


X = Y (A-B)


A


 


where:


 


	 	X	=	the number of Option Shares to be issued to the Holder;
	 	 	 	 
	 	Y	=	the number of Option Shares for which the conversion right is being exercised;
	 	 	 	 
	 	A	=	the Fair Market Value per share as of the last business day immediately preceding the date of exercise of such conversion right; and
	 	 	 	 
	 	B	=	the Option Price with respect to such Option Shares.


 


(c)               
Furnish to the Corporation appropriate documentation that the person or persons exercising the option (if other than Optionee)
have the right to exercise this option.


 


(d)              
For purposes of this Agreement, the Exercise Date shall be the date on which the executed Exercise Notice shall have been
delivered to the Company. Except to the extent the sale and remittance procedure specified above is utilized in connection with
the option exercise, payment of the Option Price for the purchased shares must accompany such Exercise Notice.


 


(e)               
Upon such exercise, the Company shall issue and cause to be delivered with all reasonable dispatch (and in any event within
three business days of such exercise) to or upon the written order of the Optionee at its address, and in the name of the Optionee,
a certificate or certificates for the number of full Option Shares issuable upon the exercise together with such other property
(including cash) and securities as may then be deliverable upon such exercise. Such certificate or certificates shall be deemed
to have been issued and the Optionee shall be deemed to have become a holder of record of such Option Shares as of the Exercise
Date.


 




    	16



    	 



    

 


(f)                 For all valuation purposes under
this Agreement, the Fair Market Value per share of Common Stock on any relevant date shall be the closing selling price per share
on the date in question on the securities exchange or market in which the shares are listing for trading, as such price is officially
quoted by such exchange. If there is no reported sale of Common Stock on such exchange on the date in question, then the Fair Market
Value shall be the closing selling price on the exchange or market on the last preceding date for which such quotation exists.


 


2.                  The Optionee acknowledges that the shares subject to this option have not and will not be registered as of the date of exercise
of this option under the Securities Act or the securities laws of any state. The Optionee acknowledges that this option and the
shares issuable on exercise of the option, when and if issued, are and will be "restricted securities" as defined in
Rule 144 promulgated by the Securities and Exchange Commission and must be held indefinitely unless subsequently registered under
the Securities Act and any other applicable state registration requirements. The Company is under no obligation to register the
securities under the Securities Act or under applicable state statutes. In the absence of such a registration or an available exemption
from registration, sale of the Option Shares may be practicably impossible. The Optionee shall confirm to the Company the representations
set forth above in connection with the exercise of all or any portion of this option. Optionee shall have piggyback registration
rights with management and Affiliates of the Company.


 


3.                 
The Company, during the term of this Agreement, will obtain from the appropriate regulatory agencies any requisite authorization
in order to issue and sell such number of shares of its Common Stock as shall be sufficient to satisfy the requirements of the
Agreement.


 


4.                 
The number of Option Shares purchasable upon the exercise of this option and the Option Price per share shall be subject
to adjustment from time to time subject to the following terms. If the outstanding shares of Common Stock of the Company are increased,
decreased, changed into or exchanged for a different number or kind of shares of the Company through reorganization, recapitalization,
reclassification, stock dividend, stock split or reverse stock split, the Company or its successors and assigns shall make an appropriate
and proportionate adjustment in the number or kind of shares, and the per-share Option Price thereof, which may be issued to the
Optionee under this Agreement upon exercise of the options granted under this Agreement. The purchase rights represented by this
option shall not be exercisable with respect to a fraction of a share of Common Stock. Any fractional shares of Common Stock arising
from the dilution or other adjustment in the number of shares subject to this option shall rounded-up to the nearest whole share.


 


5.                 
The Company covenants and agrees that all Option Shares which may be delivered upon the exercise of this option will, upon
delivery, be free from all taxes, liens, and charges with respect to the purchase thereof; provided, that the Company shall have
no obligation with respect to any income tax liability of the Optionee and the Company may, in its discretion, withhold such amount
or require the Optionee to make such provision of funds or other consideration as the Company deems reasonably necessary to satisfy
any income tax withholding obligation under federal or state law.


 


6.                 
The Company agrees at all times to reserve or hold available a sufficient number of shares of Common Stock to cover the
number of Option Shares issuable upon the exercise of this and all other options of like tenor then outstanding.


 






    	17



    	 



    




 


7.                  This
option shall not entitle the holder hereof to any voting rights or other rights as a shareholder of the Company, or to any
other rights whatsoever, except the rights herein expressed, and no dividends shall be payable or accrue in respect of this
option or the interest represented hereby or the Option Shares purchasable hereunder until or unless, and except to the
extent that, this option shall be exercised.


 


8.                  The
Company may deem and treat the registered owner of this option as the absolute owner hereof for all purposes and shall not be
affected by any notice to the contrary.


 


9.                  In
the event that any provision of this Agreement is found to be invalid or otherwise unenforceable under any applicable law,
such invalidity or unenforceability shall not be construed as rendering any other provisions contained herein invalid or
unenforceable, and all such other provisions shall be given full force and effect to the same extent as though the invalid or
unenforceable provision were not contained herein.


 


10.                This
Agreement shall be governed by and construed in accordance with the internal laws of the state of California, without regard
to the principles of conflicts of law thereof.


 


11.                Except
as otherwise provided herein, this Agreement shall be binding on and inure to the benefit of the Company and the person to
whom an option is granted hereunder, and such person's heirs, executors, administrators, legatees, personal representatives,
assignees, and transferees.


 


IN WITNESS WHEREOF,
the Company has caused this option to be executed on the _ day of January 2011 by the signature of its duly authorized officer.


 


	 	VG ENERGY, INC.	 
	 	 	 
	 	By: 	     /s/ 	 
	 	 	Duly Authorized Officer	 


 


The undersigned Optionee
hereby acknowledges receipt of a copy of the foregoing option and acknowledges and agrees to the terms and conditions set forth
in the option.


 


	 	 	     /s/ Michael
Capizzano	 
	 	 	Michael
Capizzano 

on behalf of a corporation to be incorporated	 



 


 





 




    	18



    	 



    

Exercise Notice


(to be signed only upon exercise of Option)


 


TO:VG Energy, Inc.


 


The Optionee, holder
of the attached option, hereby irrevocable elects to exercise the purchase rights represented by the option for, and to purchase
thereunder, __________________shares of common stock of VG Energy, Inc., and herewith makes payment therefor, and
requests that the certificate(s) for such shares be delivered to the Optionee at:


 





 



 





 



 


 






 


If acquired without
registration under the Securities Act of 1933, as amended ("Securities Act"), the Optionee represents that the Common
Stock is being acquired without a view to, or for, resale in connection with any distribution thereof without registration or other
compliance under the Securities Act and applicable state statutes, and that the Optionee has no direct or indirect participation
in any such undertaking or in the underwriting of such an undertaking. The Optionee understands that the Common Stock has not been
registered, but is being acquired by reason of a specific exemption under the Securities Act as well as under certain state statutes
for transactions by an issuer not involving any public offering and that any disposition of the Common Stock may, under certain
circumstances, be inconsistent with these exemptions. The Optionee acknowledges that the Common Stock must be held and may not
be sold, transferred, or otherwise disposed of for value unless subsequently registered under the Securities Act or an exemption
from such registration is available. The Company is under no obligation to register the Common Stock under the Securities Act,
except as provided in the Agreement for the option. The certificates representing the Common Stock will bear a legend restricting
transfer, except in compliance with applicable federal and state securities statutes.


 


The Optionee agrees
and acknowledges that this purported exercise of the option is conditioned on, and subject to, any compliance with requirements
of applicable federal and state securities laws deemed necessary by the Company.


 


DATED this ______day of _______________________,______.


 


 


 





Signature


 


 




    	19



    	 



    

EXHIBIT C


 


ACCREDITED INVESTOR QUESTIONNAIRE


 


PERSONAL FINANCIAL INFORMATION. The following information pertaining
to the undersigned as a natural person and U.S. Persons within the meaning of Regulation S is being provided here
in lieu of furnishing a personal financial statement. If correct, please acknowledge category (d) and at least one of categories
(a), (b) and (c).


 


(a)               
My individual net worth, or joint net worth with my spouse excluding my primary residence, exceeds $1,000,000.


 


	 	 	Yes o	No o
	INITIAL	 	 	 


 


(b)              
My individual income in 2009 and 2010 exceeded $200,000 in each such year, and I reasonably expect my individual income
will be in excess of $200,000 in 2011.


 


	 	 	Yes o	No o
	INITIAL	 	 	 


 


(c)               
The joint income of my spouse and I in 2009 and 2010 exceeded $300,000 in each such year, and I reasonably expect our joint
income will be in excess of $300,000 in 2011.


 


	 	 	Yes o	No o
	INITIAL	 	 	 


 


(d)              
Considering the foregoing and all other relevant factors in my financial and personal circumstances, I am able to bear the
economic risk of an investment in the Client.


 


	 	 	Yes o	No o
	INITIAL	 	 	 


 


 


The foregoing is a true representation of my financial
status:


 


 


      /s/ MICHAEL
CAPIZZANO          


MICHAEL CAPIZZANO on behalf of a corporation to be incorporated


 


 




    	20



    	 



    

EXHIBIT D


 


VG Energy, Inc. Intellectual Property
Agreement

(the "VG Energy, Inc. IP Agreement")


 


In consideration of Consultant entering into that
certain Consulting Agreement dated as of the date hereof (the "Consulting Agreement") with VG Energy, Inc. ("VGE"),
Consultant agrees as follows. Capitalized terms used herein that are not defined in this VG Energy, Inc. IP Agreement shall be
defined as in the Consulting Agreement.


 


1. Non-Solicitation. Consultant acknowledges
that, in the course of performing Services (as used throughout this VG Energy, Inc. IP Agreement as defined in the Consulting Agreement)
for or on behalf of VGE, having access to VGE's technology, reports, processes, materials, knowledge and know-how, data, facilities,
books and records, Consultant may from time to time receive Confidential Information (as defined in Paragraph 2, below) of or with
respect to VGE and hereby stipulates and agrees that such Confidential Information is a part of and essential to the operations
and goodwill of VGE. In connection and in furtherance of the foregoing, Consultant may not (whether directly or indirectly; as
the principal or on such person's own account; or solely or jointly with others as an Consultant, agent, independent contractor,
consultant, general or limited partner, member, stockholder or holder of equity securities of any other person, other than through
ownership of less than one percent of a class of publicly-traded securities of a company) engage in any of the conduct or activity
described below in this Paragraph 1.


 


(a)               Consultant
may not, so long as Consultant is a Consultant of VGE pursuant to the Consulting Agreement and until the third anniversary
of the effective date of termination of the Consulting Agreement for any reason, solicit, induce or influence any person that
at such time is (or, during the six (6) month period ending on the effective date of termination of the Consulting Agreement,
was) a vendor, licensor, licensee, distributor, customer, company, Consultant, or independent contractor of VGE, excluding the
University, to terminate any contract or agreement with VGE or leave the service of VGE. Consultant acknowledges that the restrictions
in this subparagraph (a) of this Paragraph 1 will not impair Consultant's ability to carry on Consultant's profession or earn
a living.


 


(b)              
Consultant may not, so long as Consultant is a Consultant of VGE and until the third anniversary of the effective date of
termination of the Consulting Agreement for any reason, without the express prior written consent of VGE, participate either directly
or indirectly in any discussion or negotiation with any person that at such time is (or, during the six month period ending on
the effective date of termination of the Consulting Agreement, was) a vendor, licensor, licensee, distributor, customer, company,
Consultant, or independent contractor of VGE the purpose of which discussion or negotiation would be materially adverse to the
interests of VGE and the relationship existing between VGE and such person. Consultant acknowledges that the restrictions in this
subparagraph (b) of Paragraph 1 will not impair Consultant's ability to carry on Consultant's profession or earn a living.


 


 




    	21



    	 



    

2. Non-Disclosure of
Information. Consultant understands that the covenants and agreements in this Paragraph 2 may limit Consultant's ability
to earn a livelihood in a business similar to the business of VGE of researching, developing and distributing biomedical
products and technology, but nevertheless believes that Consultant has received and will receive sufficient consideration and
other benefits from VGE so as to clearly justify such restrictions which, in any event (given Consultant's education, skills
and ability), Consultant does not believe would prevent Consultant from earning a living:


 


(a)               
Consultant acknowledges that, in the course of performing Services for or on behalf of VGE, having access to VGE's technology,
reports, processes, knowledge and know-how, data, facilities, books and records, or otherwise being associated with VGE, Consultant
will have access to, and become acquainted with, Confidential Information of or with respect to VGE and hereby stipulates and agrees
that such Confidential Information is a part of and essential to the operations and goodwill of VGE. Consultant (i) hereby stipulates
and acknowledges that the Confidential Information constitutes important, material, proprietary and confidential trade secrets
of VGE that affect the successful conduct of the business and goodwill of, VGE; (ii) stipulates and acknowledges that any and all
of the Confidential Information is the sole and exclusive property of VGE, regardless of whether Consultant was engaged in the
development of any of such Confidential Information while performing Services for or on behalf of VGE; (iii) agrees to keep all
such Confidential Information in strictest confidence, and not to, directly or indirectly, use or divulge, disclose or communicate
to any person (other than a duly-authorized representative of VGE) any such Confidential Information other than in the ordinary
course of business of VGE for the benefit of VGE; and (iv) agrees not to copy or otherwise duplicate any such Confidential Information
or knowingly allow anyone else to copy or otherwise duplicate such Confidential Information, other than in the ordinary course
of business of VGE for the benefit of VGE. Upon the termination of the Consulting Agreement, and at any time at the request of
VGE, shall promptly return to VGE all copies of such Confidential Information delivered to or obtained by Consultant or, at the
election of VGE, certify that all copies of such Confidential Information in the possession of Consultant or any person who received
such Confidential Information from Consultant have been destroyed or erased, except that Consultant may keep one (1) copy thereof
for the purpose of complying with the terms of this Agreement.


 


(b)              
"Confidential Information" means, with respect to VGE, any technical, financial, or business information (including,
without limitation, manuals, forms, memoranda, reports, journals, data, test results, correspondence, business plans, customer
lists, pricing lists, contracts, plans or specifications, or the like) that may disclose (or may reasonably be expected to disclose)
the customs and practices, marketing methods and data, services and products, methods of doing business, manner of operation, know-how,
formulas, technical data or information, clinical study protocols, patient or biologic information, manufacturing information or
know-how, methods, processes, compounds, and other confidential information, regardless of whether in written, oral, graphic, encoded,
encrypted, tangible, or intangible forms, all of which the Consultant hereby acknowledges constitute "trade secrets"
within the meaning of the Uniform Trade Secrets Act, codified at Sections 3426 et seq. of the California Civil Code.


 




    	22



    	 



    

 


(c)               
Consultant shall have no obligation to preserve the confidential or proprietary nature of any information that (i) was already
known to Consultant free of any obligation to keepsuch information confidential at the time of disclosure of such information;
(ii) is or becomes publicly known through no wrongful act of Consultant; (iii) is rightfully received from a third person having
no direct or indirect secrecy or confidentiality obligation to VGE; (iv) is disclosed to a third person by VGE without restrictions
on confidentiality similar to those contained in this Paragraph 2; (v) is approved for disclosure by written authorization of VGE;
(vi) is developed by Consultant or on Consultant's behalf independently of the information disclosed to Consultant by VGE as shown
by written record; or (vii) Consultant is obligated to produce pursuant to an order of a court of competent jurisdiction or a valid
administrative or Congressional subpoena, provided that Consultant promptly notifies VGE and cooperates reasonably with VGE's efforts
to contest or limit the scope of such order.


 


(d)                Except for the assignment provisions
as provided in Section 3 of this VG Energy, Inc. IP Agreement, the provisions of this Paragraph 2 shall apply to Consultant
throughout the term of the Consulting Agreement and continue in perpetuity.


 


3.
Assignment of Inventions. Consultant shall promptly disclose any Consultant Creations (as defined below) to VGE and any
such Consultant Creations shall be VGE's sole property. All original works of authorship that are made by Consultant (in
whole or in part, either alone or jointly with others) during and in the performance of the Services and that are protectable
by copyright are "works made for hire" as defined in the United States Copyright Act (17 U.S.C.A. Section 101).
"Consultant Creation(s)" means any idea, concept, discovery, development, device, design, apparatus, use, machine,
practice, process, method, product, composition of matter, improvement, formula, algorithm, literary or graphical or
audiovisual work or sound recording, mask work, or computer program of any kind (whether or not subject to patent, copyright,
trademark, trade secret, mask work right, or similar protection) that relate(s) in any way to any of VGE's biological or
pharmaceutical products under investigation or development from time to time, or any manufacturing or production know-how,
scientific know-how, processes, or procedures pertaining thereto that are made by Consultant, in whole or in part, either
solely or jointly with others, during and in the performance of the Services, provided, however, that Consultant does not
have a pre-existing obligation to assign any such Consultant Creation to the University. Consultant shall promptly notify VGE
in advance or at the earliest reasonable time if any work being performed or proposed by VGE to be performed by Consultant
under this Agreement may give rise to Consultant Creations that may be assignable to University under any agreements.


 


(a)                Consultant hereby assigns to VGE,
and agrees to assign to VGE in the future where appropriate, any and all such Consultant Creations, and agrees to cooperate with
VGE in the execution of appropriate instruments assigning and evidencing such assignment and ownership rights of VGE, to the maximum
extent permitted by Section 2870 of the California Labor Code. In order that VGE may perfect and protect its rights to Consultant
Creations as provided hereunder, Consultant agrees that Consultant's obligations regarding assignment of such Consultant Creations
to VGE shall survive termination of Consultant's engagement with VGE for a term of three years following the date of termination
of the Consulting Agreement for any reason.


 


 




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4.
Enforcement. Consultant acknowledges that the covenants and the restrictions contained in this Agreement are necessary and
required for the adequate protection of VGE and are necessary to preserve the goodwill of VGE and the value of its existing Confidential
Information, inventions, contracts and relationships; such covenants relate to matters that are of a special, unique and extraordinary
character that give each of such covenants or restrictions a special, unique and extraordinary value; and, a breach of any such
covenant or restriction will result in loss of goodwill, invasion of property rights of VGE, unfair competition by the breaching
party, and other irreparable harm and damages to VGE, which cannot be adequately compensated by a monetary award. It is
accordingly agreed that VGE or any of its subsidiaries shall be entitled to an injunction or injunctions to prevent breaches of
this Agreement and to enforce specifically the terms and provisions of this Agreement. Nothing in
this Agreement shall be construed as prohibiting VGE from pursuing any other legal or equitable remedies available to VGE for
such breach or threatened breach of any of the provisions of this Agreement (including, without limitation, recovery of all damages
from Consultant and an equitable accounting of all earnings, profits and other benefits arising from such violation).


 


5.
Conflict. In the event of any conflict between any provision in this Agreement and any provision in the Consulting Agreement,
the provision(s) in the Consulting Agreement shall govern.


 


AGREED:


 


	 	
        CONSULTANT

         
	 	 	 
	 	   /s/
    Michael Capizzano	DATED: 	 	 
	 	Michael Capizzano on behalf of a corporation to be incorporated	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	VG ENERGY, INC.	 	 	 
	 	 	 	 	 
	 	   /s/ Haig Keledjian, President	DATED:	 	 
	 	Haig Keledjian,
President	 	 	 
	 	 	 	 	 


 




 


 






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